AIRCRAFT LEASE AGREEMENTAircraft Lease Agreement |
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Exhibit 10.10
AIRCRAFT LEASE AGREEMENT
This Aircraft Lease Agreement (“Lease”) is made and entered into as of March 15, 2004, by and between JOSTENS HOLDING CORP., a Delaware corporation (“Lessor”), with its principal place of business at 5501 American Boulevard West, Minneapolis, Minnesota 55437, and JOSTENS, INC., a Minnesota corporation (“Lessee”), with its principal place of business at 5501 American Boulevard West, Minneapolis, Minnesota 55437.
W I T N E S S E T H
WHEREAS,
Lessor has purchased a certain Citation CJ2 aircraft, manufacturer’s
serial number 111, current registration number N219FL, including two (2)
Williams/Rolls Royce FJ44-2C aircraft engines, bearing manufacturer’s
serial numbers 126090 and 126091 installed thereon (collectively the “Aircraft”);
WHEREAS,
Lessee desires to Lease the Aircraft from Lessor on the terms and subject to
the conditions set forth herein; and
WHEREAS,
Lessor and Lessee desire that all flight operations conducted by Lessee under
this Lease be conducted pursuant to Part 91 of the Federal Aviation Regulations
and that this Lease not be construed as giving rise to air taxi operations
under Part 135 of the Federal Aviation Regulations.
NOW, THEREFORE,
the parties hereto agree as follows:
1.
Lease of Aircraft. Pursuant to the terms and
conditions of this Lease, Lessor agrees to lease to Lessee, and Lessee agrees
to lease from Lessor, the Aircraft for the term of this Lease.
2.
Fees. In consideration for
Lessor’s lease of the Aircraft to Lessee, Lessee shall pay to Lessor
aircraft lease fees as set forth on the Lease Supplement attached hereto (the
“Aircraft Lease Fees”) in such amounts and at such times as
are set forth therein.
3.
Term. This Lease shall commence
on the date hereof and shall continue in effect for a period of one year, and
shall automatically renew on an annual basis unless either party shall give
notice to the other that it desires to terminate or unless terminated earlier
in accordance with the terms hereof.
4.
Costs of Operation. All costs of operating the
Aircraft, including, without limitation, costs of aviation fuel, oil and additives
for the Aircraft, shall be for the account of, and paid by, Lessee.
5.
Repair and
Maintenance; Logbooks and Records.
(a)
Lessee hereby
represents and warrants to Lessor that the Aircraft shall be maintained in good
flying condition in conformity with all applicable federal and state laws,
rules and regulations. All routine Aircraft inspections, maintenance and
services shall be for the account of, and paid by, Lessor.
(b)
Lessee shall maintain
all logs, manuals, inspection data, modification and overhaul records required
to be maintained with respect to the Aircraft (collectively, “Logbooks”).
6.
Inspection Right. Lessor or its designee
shall have the right to inspect the Aircraft at any reasonable time upon
reasonable advance notice. At the time of such inspection, Lessee shall
make available to Lessor or its designee the Logbooks.
7.
Disclaimer of
Warranty.
NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY, LESSOR EXPRESSLY
DISCLAIMS ANY IMPLIED WARRANTY AS TO AIRWORTHINESS, DESIGN, VALUE, CONDITION,
SUITABILITY, ABSENCE OF ANY LATENT OR OTHER DEFECTS WHETHER OR NOT
DISCOVERABLE, ABSENCE OF OBLIGATION BASED ON STRICT LIABILITY IN TORT OR ANY
OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER; AND LESSEE HEREBY
WAIVES, RELEASES, RENOUNCES AND DISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY
SUCH WARRANTY OR WARRANTIES. LESSOR SHALL NOT HAVE ANY RESPONSIBILITY OR
LIABILITY TO LESSEE OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT
OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF LESSOR OR OTHERWISE, FOR (i) ANY
LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY
BY THE AIRCRAFT OR ANY ENGINE OR ANY PART THEREOF OR BY ANY INADEQUACY THEREOF
OR DEFICIENCY OR DEFECT THEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTION
THEREWITH, (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS
RELATING THERETO, (iii) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR
ANTICIPATED PROFITS OR CONSEQUENTIAL DAMAGES OR (iv) THE DELIVERY, OPERATION,
SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE
AIRCRAFT. IN NO EVENT SHALL LESSOR BE LIABLE TO LESSEE HEREUNDER FOR ANY
CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, WHETHER
ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), INDEMNITY OR
OTHERWISE.
8.
Insurance. Lessor shall purchase and
maintain insurance policies covering full hull damage for the Aircraft, and
passenger and public liability with such coverage as Lessor deems
satisfactory. Lessor shall furnish Lessee and Sublessees (if any) with evidence
of such insurance naming Lessee as an insured. Lessee shall operate the
Aircraft in strict compliance with the terms, conditions and limitations of,
and in the geographical areas allowed by, such insurance policies.
9.
Other Expenses. Lessee agrees to provide
its own flight following, dispatch, communications and weather briefing in
connection with Lessee’s lease of the Aircraft. All other costs and
expenses in connection with Lessee’s operation of the Aircraft, including
but not limited to, commissary expenses, landing fees, parking fees, hangar
fees and annual registration fees or taxes, shall be paid by Lessee.
10.
Pilots. All pilots shall be
type-rated in the Aircraft and meet the minimum requirements imposed or
recommended by the manufacturer of the Aircraft, the Federal Aviation






